A Game of Thrones star almost stripped down for 50 Shades of Grey, a few Oscars were lost out on, and Carrie Bradshaw nearly ended up in the hands of another actress!

Photos: Everett Collection, HBO, FX ; Illustration: Dillen Phelps

The Player: Angela BassettThe Part: Leticia, Monster's BallThe Pull-Out: "I wasn't going to be a prostitute on film," Bassett said in 2002. "I couldn't do that because it's such a stereotype about black women and sexuality." She wasn't alone in her refusal, as Vanessa Williams was considered for the part as well, but turned it down due to the full-frontal nudity. (Halle Berry went on to win an Oscar for playing the role.)

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The Player: Emilia ClarkeThe Part: Anastasia, 50 Shades of GreyThe Pull-Out: While Game of Thronesstar Clarke was no stranger to stripping down for a role, she was hesitant when it came to the notoriously steamy 50 Shades franchise. "There is a huge amount of nudity in the film," she said. "I'll never say 'I'm never doing nudity' because I've already done it, but I thought I might get stuck in a pigeonhole that I would have struggled to get out of." Dakota Johnson went on to play the shamelessly sexual role opposite Jamie Dornan.

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The Player: Dana DelanyThe Part: Carrie Bradshaw, Sex and the CityThe Pull-Out: It's damn near impossible to imagine anyone but Sarah Jessica Parker in Carrie Bradshaw's stylish shoes, but the part was originally offered to Desperate Housewives star Delany. Delany passed on playing Carrie because she "didn't want to be in a show about sex", and says she has "no regrets" regarding the decision.

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The Player: Diane LaneThe Part: Violet, Pretty BabyThe Pull-Out: While Lane wasn't actually offered the part that eventually went to Brooke Shields, she later admitted she wouldn't have accepted it if it had gone to her. "I didn't want to be known as that little girl who did the nude scene," she said in 1980.

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The Player: Doris DayThe Part: Mrs. Robinson, The GraduateThe Pull-Out: Before Anne Bancroft secured the iconic role that earned her an Oscar, the part of the seductive older woman who beds Dustin Hoffman was offered to Day - who turned it down due to its steamy content. " I could not see myself rolling around in the sheets with a young man half my age whom I'd seduced," she wrote in her biography. "I realized it was an effective part but it offended my sense of values."

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The Player: Jake GyllenhaalThe Part: Matthew, The DreamersThe Pull-Out: Michael "Pillow Lips" Pitt may not shy away from even the weirdest acting challenge, but Bernardo Bertolucci was a bit of a stretch for Gyllenhaal. The flick, which sees Pitt's character engage in a long-term ménage à trois with some sexually liberated twins, boasts a NC-17 rating, and Bertolucci knew upon meeting Gyllenhaal that it would be too much for him. "It became clear that Jake would have been tortured about showing his body," Bertolucci said in 2004. "Every time we had a sexy scene, I would see myself trying to explain -- it was impossible."

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The Player: Anne HathawayThe Part: Alison, Knocked UpThe Pull-Out: It's no doubt that Hathaway's comic chops would have served Knocked Up just as well as Katherine Heigl's did, but Hathaway was not down with the female nudity in the film - particularly the explicit birth scene, but not for the reasons you might expect: "My issue with it was that having not experienced motherhood myself, I didn't know how I was gonna feel on the other side about giving birth," Hathaway told Allure in 2012. You gotta hand it to her for her artistic integrity, eh?

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The Player: Natalie PortmanThe Part: Dolores, Lolita (1997)The Pull-Out: Portman, then a popular young actress, was not comfortable with the big-screen adaptation of Vladimir Nabokov's novel about a middle-aged male professor who lusts after an adolescent girl. "I wasn't willing to put myself in a sexual role when I was 13, 14," a teenage Portman said. "There was nudity and sex involved, and I think there's enough exploitation out there that it's not necessary to do more of that." The role eventually went to Dominique Swain.

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The Player: Michelle PfeifferThe Part: Catherine, Basic InstinctThe Pull-Out: Can you imagine if that white dress interrogation had been performed by anyone but Sharon Stone? Well, it turns out Michelle Pfeiffer was the first pick for the criminally crazy Catherine Tramell - but she wasn't willing to get down and dirty for the role. "I just couldn't do that one, because of the sexual parts, the nudity," Pfeiffer said. "My father was still alive. I'm kind of prudish ... And honestly? I am not that uninhibited about my body. I'm modest."

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The Player: Will SmithThe Part: Django, Django UnchainedThe Pull-Out: There were a handful of reasons why Smith turned down the role eventually filled by Jamie Foxx Quentin Tarantino's wild flick, including that Smith apparently wanted it to be less of a vengeance tale and more of a "love story" and didn't think the role was big enough for him. Another factor that scared him off? The full-frontal nude scene required of the lead.

There are a variety of factors that might come into play when an actor turns down a role; too little money, scheduling conflicts, or a general disconnect with the script. Another common cause for rejection? Unwillingness to get down and dirty on camera. There are a handful of iconic, award-winning roles that were turned down by some of Hollywood’s hottest actors due to their steamy, skin-baring, explicit requirements.

While it might have been a trip to see someone like Game ofThrones‘Daenerys Targaryen deliver some of the driest dialogue of all-time in 50 Shades of Greywhile embracing a good spanking, it’s hard to imagine anyone but Dakota Johnson filling those gloriously cheesy shoes. Also – can you imagine if Carrie Bradshaw had been played by anyone but our beloved Sarah Jessica Parker?! Sex scenes might be scary, but at least they left us with the stars we know and love.

There are many actors who have sworn off nudity altogether or employed butt doubles for scandalous scenes, but many of these folks were willing to strip down in other scenarios – apparently, they just had a particular aversion to some story details in these projects. Here are ten stars who passed on roles deemed too explicit. Some of them might surprise you.